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EXHIBIT 5.1
January 3, 2001
AmeriCredit Corp.
801 Cherry Street
Suite 3900
Fort Worth, Texas 76102
Re: AmeriCredit Corp. - Registration Statement on Form S-8
Gentlemen:
We have acted as special counsel to AmeriCredit Corp., a Texas
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission on or about January 3, 2001,
under the Securities Act of 1933, as amended (the "Securities Act"), relating
to 2,000,000 shares (the "Shares") of the $0.01 par value common stock (the
"Common Stock") of the Company that have been or may be issued by the Company
under the 2000 Limited Omnibus and Incentive Plan for AmeriCredit Corp.,
between the Company and the signatories thereto (the "Plan").
You have requested an opinion with respect to certain legal aspects
of the proposed offering. In connection therewith, we have examined and
relied upon the original, or copies identified to our satisfaction, of (1)
the Articles of Incorporation, as amended, and the Bylaws, as amended, of the
Company; (2) minutes and records of the corporate proceedings of the Company
with respect to the establishment of the Plan, the issuance of the Shares of
Common Stock pursuant to the Plan and related matters; (3) the Registration
Statement and exhibits thereto, including the Plan; and (4) such other
documents and instruments as we have deemed necessary for the expression of
opinions herein contained. In making the foregoing examinations, we have
assumed the genuineness of all signatures and the authenticity of all
documents submitted to us as originals, and the conformity to original
documents of all documents submitted to us as certified or photostatic
copies. As to various questions of fact material to this opinion, and as to
the content and form of the Articles of Incorporation, as amended, and the
Bylaws, as amended, minutes, records, resolutions and other documents or
writings of the Company, we have relied, to the extent deemed reasonably
appropriate, upon representations or certificates of officers or directors of
the Company and upon documents, records and instruments furnished to us by
the Company, without independent check or verification of their accuracy.
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AmeriCredit Corp.
January 3, 2001
Page 2
Based upon our examination, consideration of, and reliance on the
documents and other matters described above, and assuming that:
(1) the Shares to be sold and issued in the future will be duly
issued and sold in accordance with the terms of the Plan;
(2) the Company maintains an adequate number of authorized but
unissued shares and/or treasury shares available for issuance to those
persons who purchase Shares pursuant to the Plan; and
(3) the consideration for the Shares issued pursuant to the Plan
is actually received by the Company as provided in the Plan and exceeds
the par value of such shares;
then, we are of the opinion that, the Shares issued or sold in accordance
with the terms of the Plan will be duly and validly issued, fully paid and
nonassessable.
We are licensed to practice law only in the State of Texas. The
opinions expressed herein are specifically limited to the laws of the State
of Texas and the federal laws of the United States of America. We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to references to us included in or made a part of the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of
the Securities Act or the Rules and Regulations of the Securities and
Exchange Commission thereunder.
Respectfully submitted,
Jenkens & Gilchrist,
A Professional Corporation
By: /s/ L.Steven Leshin
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L. Steven Leshin, Esq.
Authorized Signatory
cc: Chris A. Choate, Esq.
